Offer Document Posted

RNS Number : 1207W

Capita Group PLC

06 June 2008

 



For immediate release

6 June 2008

Not for release, publication or distribution in whole or in part, directly or indirectly, in, into or from any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of such jurisdiction

Recommended Cash Offer of 187.85 pence per Share

for IBS OPENSystems plc ('IBS')

by The Capita Group Plc ('Capita')

OFFER DOCUMENT POSTED

Capita announced on 5 June 2008 a recommended cash offer (the 'Offer') to acquire IBS. Further to this announcement the Offer Document together with the Form of Acceptance in respect of this Offer was posted to IBS Shareholders yesterday.

The Offer will be open for acceptance until 1.00 p.m. (London time) on 26 June 2008.

If you hold your IBS Shares in certificated form (that is, not in CREST), to accept the Offer in respect of those IBS Shares you should complete, sign and return the Form of Acceptance (together with your share certificates and any other documents of title) as soon as possible and, in any event, so as to be received by not later than 1.00 p.m. (London time) on 26 June 2008, by Capita Registrars, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent BR3 4TU.

If you hold your IBS Shares in uncertificated form (that is, in CREST), to accept the Offer in respect of those IBS Shares you should follow the procedure for Electronic Acceptance through CREST so that the TTE instruction settles as soon as possible and, in any event, not later than 1.00 p.m. (London time) on 26 June 2008. If you are a CREST sponsored member, you should refer to your CREST sponsor before taking any action as only your CREST sponsor will be able to send the necessary TTE instructions to Euroclear in relation to your IBS Shares.

Copies of the Offer Document and the Form of Acceptance are available for inspection during normal business hours on any weekday (public holidays excepted) at the offices of Addleshaw Goddard LLP at 150 Aldersgate Street, London EC1A 4EJ, until the end of the Offer Period. Additional Forms of Acceptance are available from Capita Registrars, Corporate Actions by telephoning 0871 664 0321 or [phone] (if telephoning from outside the UK) between 9.00 a.m. and 5.00 p.m. (London time) Monday to Friday (excluding UK public holidays). Calls to the Capita Registrars 0871 664 0321 number are charged at 10 pence per minute (including VAT) plus any of your service provider's network extras. Calls to the Capita Registrars [phone] number from outside the UK are charged at applicable international rates. Different charges may apply to calls made from mobile telephones and calls may be recorded and monitored randomly for security and training purposes. A copy of the Offer Document is also available on IBS's website, www.ibsopensystems.com.

Enquiries:

The Capita Group Plc	Tel: [phone]
Paul Pindar, Chief Executive
Shona Nichols, Corporate Communications Director
Caroline Mooney, Capita Press Office
Strata Partners (financial adviser to Capita)	Tel: [phone]
Edward Roskill
IBS OPENSystems plc	Tel: [phone]
Tim Curtis, Chairman
Richard Smith, Chief Executive
Numis (financial adviser, nominated adviser and corporate broker to IBS)	Tel: [phone]
Jag Mundi
Brent Nabbs
James Black
Financial Dynamics (financial PR to Capita)	Tel: [phone]
Andrew Lorenz
Citigate Dewe Rogerson (financial PR to IBS)	Tel: [phone]
Sebastian Hoyle
Justin Griffiths

Strata Partners, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for Capita and no one else in connection with the Offer and will not be responsible to anyone other than Capita for providing the protections afforded to clients of Strata Partners nor for providing advice in relation to the Offer, the contents of this announcement or any transaction or arrangement referred to herein.

Numis, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting exclusively for IBS and no one else in connection with the Offer and will not be responsible to anyone other than IBS for providing the protections afforded to clients of Numis nor for providing advice in relation to the Offer, the contents of this announcement or any transaction or arrangement referred to herein.

This announcement is not an offer to sell or an invitation to purchase any securities or the solicitation of any vote or approval in any jurisdiction. The Offer will be made solely by means of the Offer Document, and, in respect of IBS Shares in certificated form, the Form of Acceptance. Any acceptance or other response to the Offer should be made only on the basis of the information contained or referred to in the Offer Document and the Form of Acceptance (if appropriate), which will contain the full terms and conditions of the Offer including details of how it may be accepted. The Offer Document will be available for public inspection and will also be posted on IBS's website www.ibsopensystems.com.

This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the UK.

The availability of the Offer to persons who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdiction in which they are located. Persons who are not resident in the United Kingdom should therefore inform themselves about, and observe, any applicable legal or regulatory requirements of the jurisdiction in which they are resident.

Unless otherwise determined by Capita and permitted by applicable law and regulation, the Offer is not being, and will not be, made, directly or indirectly, in or into or from, or by the use of the mails of, or by any other means (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, the United States, Canada, Japan or of any Prohibited Jurisdiction and, subject to certain exceptions, the Offer cannot be accepted by any such use, means, instrumentality or facility or from within the United States, Canada, Japan or any Prohibited Jurisdiction. Accordingly, copies of this announcement, are not being, and must not be, directly or indirectly, mailed, distributed, transmitted, forwarded or otherwise sent, in whole or in part, in, into or from the United States, Canada, Japan or any Prohibited Jurisdiction. Doing so may render invalid any purported acceptance of the Offer. Persons receiving this announcement (including, without limitation, custodians, nominees and trustees) should not distribute, mail, transmit, forward or send them or any of them in, into or from the United States, Canada, Japan or any Prohibited Jurisdiction or use such mails or any such means, instrumentality or facility for any purpose related to the Offer.

Further details in relation to Overseas IBS Shareholders will be contained in the Offer Document.

In accordance with normal UK market practice, Capita or any person acting on its behalf may from time to time make certain market or private purchases of, or make arrangements to purchase, directly or indirectly, IBS Shares other than pursuant to the Offer. Any information about such purchases will be publicly announced as required by law or regulation in the UK.

Dealings disclosure requirements

Under the provisions of Rule 8.3 of the City Code, if any person is, or becomes, 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of IBS, all 'dealings' in any 'relevant securities' of IBS (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by no later than 3.30 p.m. (London time) on the Business Day following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes, or is declared, unconditional as to acceptances, lapses or is otherwise withdrawn or on which the 'offer period' otherwise ends. If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire an 'interest' in 'relevant securities' of IBS, they will be deemed to be a single person for the purpose of Rule 8.3 of the City Code.

Under the provisions of Rule 8.1 of the City Code, all 'dealings' in 'relevant securities' of IBS by Capita or IBS, or by any of their respective 'associates', must be disclosed by no later than 12.00 noon (London time) on the Business Day following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, and the number of such securities in issue, can be found on the Panel's website at www.thetakeoverpanel.org.uk.

'interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the City Code, which can also be found on the Panel's website. If you are in any doubt as to whether or not you are required to disclose a 'dealing' under Rule 8 of the City Code, you should contact the Panel.

If you are in any doubt as to what action you should take, or the contents of this announcement, you should immediately seek your own personal financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other independent financial adviser who, if you are taking advice in the United Kingdom, is authorised under the Financial Services and Markets Act 2000 and specialises in advising on the acquisition of shares and other securities, or, if you are taking advice outside the United Kingdom, is an appropriately authorised independent financial adviser with such a specialism.

 

END

 

 

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